SEC Form 4 · accession 0001104659-18-060322
Jones Energy, Inc. · JONE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonny Jones
Director · 10% Owner
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001573166
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B common stockF1,F2 | Oct 1, 2018 | J | 69,058 | $0.00 | D | 172,193 | I | See footnote |
| Class A common stockF1,F3,F4 | Oct 1, 2018 | J | 69,058 | $0.00 | A | 363,165 | D | |
| Class A common stockF5 | holding | — | — | — | 72,500 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units of Jones Energy Holdings, LLCF1,F2 | — | Oct 1, 2018 | J | 69,058 | D | — | — | Class A common stock | 69,058 | 172,193 | I |
Explanation of responses
- F1The shares of Class B common stock of the Issuer (the "Class B Shares") and an equivalent number of membership interests in Jones Energy Holdings, LLC (the "JEH LLC Units") reported herein were exchanged by indirect beneficial owners of the Issuer (the "Exchanging Members"), including Jon Rex Jones, Jr Trust V, Jon Rex Jones, Jr. Trust IV and Jon Rex Jones, Jr. Dynasty Trust, in each case, of which the Reporting Person is a beneficiary or trustee, for shares of Class A common stock of the Issuer (the "Class A Shares"). This exchange was made pursuant to and in accordance with the Exchange Agreement dated July 29, 2013, included as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed July 30, 2013. This exchange was made solely for the benefit of the Exchanging Members and no proceeds will go to Reporting Person in connection therewith.
- F2The Class B Shares and JEH LLC Units reported herein are beneficially owned by the Reporting Person solely as a result of (a) his status as the Sole Manager of Jones Energy Management, LLC, which is the general partner of the entity that held such Class B Shares and JEH LLC Units prior to the exchange reported herein and (b) his status as the trustee or beneficiary of each of Jon Rex Jones, Jr. Trust V, Jon Rex Jones, Jr. Trust IV and Jon Rex Jones, Jr. Dynasty Trust, which are the three Exchanging Members. The Reporting Person disclaims beneficial ownership of the Class B Shares and JEH LLC Units reported herein except to the extent of his pecuniary interest therein.
- F3The Reporting Person is deemed to beneficially own 254,752 Class A Shares as a result of the irrevocable proxies (the "Proxies") to vote such Class A Shares granted on July 6, 2017 by Debora Lynn Jones Trust V, Julie Ann Jarvis Trust V, Jon Rex Jones Loyal Trust, Jon Rex Jones, Jr. Trust V and Stephen Martin Jones Trust V. Following the grant of the Proxies, the Reporting Person holds sole voting power over such Class A Shares. No consideration was paid by the Reporting Person for the grant of the Proxies. Additionally, the Reporting Person is deemed to indirectly beneficially own the 116,725 Class A Shares owned by Jon Rex Jones, Jr. Trust V as a result of his status as Trustee of such trust, through which he holds sole dispositive power over such Class A Shares. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
- F4The Reporting Person is deemed to beneficially own 69,058 Class A shares as a result of (a) his status as the Sole Manager of Jones Energy Management, LLC, which is the general partner of the entity that held such Class A Shares following the exchange reported herein and (b) his status as the trustee or beneficiary of each of Jon Rex Jones, Jr. Trust V, Jon Rex Jones, Jr. Trust IV and Jon Rex Jones, Jr. Dynasty Trust, which are the three Exchanging Members. The Reporting Person disclaims beneficial ownership of the Class A Shares reported herein except to the extent of his pecuniary interest therein.
- F5The Reporting Person is deemed to beneficially own 72,500 shares of Class A common stock ("Class A Shares") of Jones Energy, Inc. as a result of his equity interest in JRJ Investment Fund, Ltd. The reporting person disclaims beneficial ownership of such Class A Shares except to the extent of his pecuniary interest therein.
Remarks
The Class A Shares, Class B Shares and JEH LLC Units set forth herein reflect the 1-for-20 reverse stock split consummated by the Issuer, which was effective as of 5:00 pm Eastern Time on September 7, 2018.